1

Assurance

Framework Version 3

January 2017

Version Control

Version Date Comment Author

1 March 2015 Rob Dunford

2 March 2016 Amendments to

reflect evolving best

practice

Rob Dunford

3 January 2017 Amendments to

reflect newly issued

DCLG guidance

Rob Dunford

Contents

1. Overview ...................................................................................................................................... 5

1.1 Purpose ................................................................................................................................. 5

1.2 Organisations involved .................................................................................................... 5

1.3 Signatories............................................................................................................................ 6

2. Background ................................................................................................................................. 6

2.1 Introduction ......................................................................................................................... 6

2.2 Duration ................................................................................................................................ 6

2.3 Scope .................................................................................................................................... 7

2.4 Related documents ........................................................................................................... 7

3. DLEP Governance ...................................................................................................................... 7

3.1 Legal Status .......................................................................................................................... 7

3.2 Membership ........................................................................................................................ 7

3.3 Board Director conduct ................................................................................................... 8

3.4 Accountable Body ............................................................................................................ 8

3.5 Conflicts of Interest ............................................................................................................ 8

3.6 Sub Groups .......................................................................................................................... 8

3.7 Local Authority Partnership ............................................................................................. 9

4. Funding Programme Governance ........................................................................................ 9

4.1 Process .................................................................................................................................. 9

4.2 Decision making .............................................................................................................. 10

4.3 Local Transport Board ..................................................................................................... 11

5. Financial management.......................................................................................................... 12

5.1 Role of the Accountable Body ..................................................................................... 12

5.2 Record keeping ............................................................................................................... 12

5.3 Procurement ...................................................................................................................... 12

5.4 Transparency .................................................................................................................... 13

Appendix A Articles of Association.......................................................................................... 14

Appendix B - Current DLEP Board Membership ...................................................................... 39

Appendix C Board Director Conduct ..................................................................................... 41

Appendix D Accountable Body Service Level Agreement ............................................. 42

Appendix E Governance Structure ......................................................................................... 55

Appendix F Programme Management Process .................................................................. 56

Appendix G Monitoring and Evaluation Process ................................................................ 58

Appendix H Identification of Projects for funding ............................................................... 60

Appendix I Due Diligence .......................................................................................................... 61

Appendix J Prioritisation of Projects for funding ................................................................... 65

1. Overview

1.1 Purpose

This document describes the Assurance Framework in accordance with

which funding decisions will be made by the Dorset Local Enterprise

Partnership (DLEP) and supported by Dorset County Council (DCC), in its

capacity as the accountable body. It provides an agreement between the

DLEP and the accountable body to ensure that all public funds delegated to

the control of the DLEP are spent with regularity, propriety and provide value

for money.

This Assurance Framework also intends to provide Government with

confidence that funding delegated from national budgets meets with

national regulations and guidelines for the appropriate use of public funds.

1.2 Organisations involved

1 Dorset Local Enterprise

Partnership

5th Floor, Poole House

Fern Barrow

Poole

Dorset

BH12 5BB

2 Dorset County Council

County Hall

Colliton Park

Dorchester

DT1 1XJ

1.3 Signatories

In signing this document, we, the undersigned, agree to work in accordance

with it;

Representing Position Signature Date

Richard Bates Accountable

body - Dorset

County

Council

Section 151

Officer

Gordon Page Dorset LEP Chair of the

Board

Lorna Carver Dorset LEP Director

2. Background

2.1 Introduction

It is a Government requirement that each Local Enterprise Partnership puts in

place a single local Assurance Framework, to provide a robust and

accountable process for handling all public funding and ensuring value for

money. Dorset LEP must ensure that its practices and standards provide

Government and local partners with assurance that decisions over funding

are proper, transparent and deliver value for money.

2.2 Duration

This framework is intended to cover the period over which Growth Deal

funding is allocated, currently 2015-2021. It will be reviewed annually in order

to ensure it continues to be fit for purpose and meets Government

requirements. This third version of the Dorset LEP framework incorporates

amendments to reflect evolving practice and the updated LEP National

Assurance Framework issued by government in November 20161.

2.3 Scope

The Assurance Framework covers all Government funding flowing through the

DLEP and focuses on 5 areas:

Governance and decision making

Local Authority partnership working across the DLEP

Transparent decision making

Accountable decision making

Ensuring value for money

The funding sources currently in scope of the Assurance Framework are;

Local Growth Fund

Growing Places Fund

Revenue funding received for core operations and strategy

development

Funding for the delivery of the Growth Hub

2.4 Related documents

The DLEP Assurance Framework is one of four key Growth Deal

implementation documents, which should be viewed together as the full

context of the DLEP Growth Deal. The other three are;

Growth Deal grant offer letter

DLEP Programme Management Process (Appendix F)

DLEP Monitoring and Evaluation Process (Appendix G)

3. DLEP Governance

3.1 Legal Status

The DLEP was incorporated as a community interest company limited by

guarantee in June 2016. The Memorandum of Association and Articles of

Association are available on request. The Articles of Association are included

here in (Appendix A).

3.2 Membership

1 https://www.gov.uk/government/publications/local-enterprise-partnership-national-assurance-framework

There are 17 directors of the DLEP, comprising 11 (65%) private sector

representatives, 1 each from Higher Education and Further Education and 4

from the public sector.

Sections 22 to 34 of the Articles of Association set out the rules governing

directors and membership of the Dorset LEP Board.

The DLEP is committed to diversity in its membership of the Board and

subgroups and operates an open, competitive recruitment process for Board

appointments.

The current board membership is shown in (Appendix B)

3.3 Board Director conduct

The roles and responsibilities and rules for conduct of Board Directors are

embedded in the Articles of Association s??-?? and listed in Appendix C.

3.4 Accountable Body

Dorset County Council is the Accountable Body for the Dorset LEP.

DLEP and DCC have approved a governance structure under which they will

operate and through which they will manage all public funds delegated to

the DLEP.

The relationship between the two organisations and their responsibilities is

defined in a Service Level Agreement (Appendix D).

3.5 Conflicts of Interest

Board directors are asked to declare any potential conflicts of interest. A

register of Board interests is kept under regular review and published online.

Sections 19 to 21 of the Articles of Association clearly set out the requirements

relating to Board Director conflicts of interest.

Further details of the DLEP Board can be found on the DLEP website2.

3.6 Sub Groups

Responsibility for decision making and effective delivery across the full range

of DLEP activity is managed through a number of thematic sub groups, with

the LEP Board having ultimate responsibility and accountability for decisions

made.

2 http://dorsetlep.co.uk/governance/meet-the-board/

The current list of recognised DLEP Sub Groups is:

Employment & Skills Board

Inward Investment

Connected Dorset

Growing Places Fund Steering Group

BIG Programme Steering Group

Port of Poole Programme Delivery Board

Enterprise Zone Management Board

Housing Group

Rural Enterprise Group

Growth Hub Steering Group

Finance and General Purposes Group

Dorset Tourism Association

Each group is chaired by a member of the DLEP Board, has its own Terms of

Reference and feeds directly back into the DLEP Board.

Terms of Reference are standardised for all sub groups and cover key points

such as purpose, membership, decision making and conflicts of interest.

All information relating to sub groups is available on the DLEP website,

including details of associated working groups.

A structure chart of DLEP groups and other associated groups is shown in

(Appendix E)

3.7 Local Authority Partnership

The relationship between the DLEP Board and Local Authority Partners is well

established. The Chair of the Board and the DLEP Director attend the Leaders

Growth Board, which enables collective engagement with all Local Authority

leaders in decision-making on growth priorities.

The DLEP will have a seat and voting rights on the imminent Dorset Combined

Authority, further entrenching this partnership.

4. Funding Programme Governance

4.1 Process

There are 5 key stages in the governance process for the DLEP funding

programme:

Identification of projects seeking funding through the regular

updating of the Dorset Strategic Economic Plan (Appendix H)

Prioritisation of projects in relation to impact, strategic fit, value for

money and deliverability (Appendix J)

Development of robust business cases and due diligence (Appendix

I)

Robust programme management of selected projects (Appendix F)

Monitoring and evaluation (Appendix G)

4.2 Decision making

The DLEP must provide assurance to its local partners, stakeholders and

Government that decisions relating to the use of public funding are lawful,

democratically accountable and transparent.

4.2.1 Lawful

All decisions on the use of DLEP funding must take into account all relevant

legislation and regulations including, but not limited to;

Environmental

Equality

Procurement

Social Value

State Aid

4.2.2 Democratic

Local democratic accountability is embedded by the following means:

i. 4 of the 17 board members are elected members from the

various local authorities and currently the leaders of Dorset

County Council, the unitary authorities of Bournemouth Borough

and Borough of Poole and 1 from the 6 Dorset District councils;

ii. Accountability to the business community flows through the

private sector business leaders on the DLEP Board;

iii. There is a dedicated representative for small businesses on the

DLEP Board

iv. The DLEP website contains information on all Board meetings,

including minutes and records of decision making;

v. The requirements governing decision making by the DLEP Board

are set out in the Articles of Association from s13.

4.2.3 Transparent

DLEP is committed to open and transparent decision making. The following

arrangements exist to support effective and meaningful engagement of

local stakeholders:

i. DLEP Governance documentation is available on the DLEP

website, including Articles of Association, relevant policies and

procedures3;

ii. Key information relating to funding opportunities is widely

disseminated in line with the DLEP Stakeholder Engagement

Plan;

iii. Key documents and policies are shared publicly on the DLEP

website, including the Strategic Economic Plan;

iv. Freedom of Information, Environmental Impact Regulations or

similar queries relating to funding programmes are dealt with in

a timely fashion;

v. Key information relating to the operation and decision making

of the DLEP Board is freely available on the DLEP website,

including meeting dates, forward plan detailing key decision

dates, agendas and minutes.

vi. DLEP Board decision making is based on independent,

impartial advice in relation to project business cases and value

for money. (As set out in Appendices I and J)

vii. Board minutes are agreed at the next scheduled Board

meeting and then published on the website.

4.2.4 Value for money

DLEP is committed to obtaining best value for money when selecting and

delivering projects funded with public money. The following arrangements

seek to ensure that value for money is considered at each stage of the

process for selecting and delivering projects;

i. Application stage project promoters are required to provide an

Outline Business Case to include an assessment appraisal in order

to demonstrate value for money and return on investment

(Appendix F)

ii. Prioritisation stage value for money is independently assessed

and a weighted and un-weighted Benefit Cost Ratio produced

to inform decision making (Appendix H)

iii. Due diligence stage Full Business Case required in line with

Green Book methodology to satisfy DLEP Board of project value

for money (Appendix G)

iv. Delivery Stage Value for Money statement required as part of

contractual arrangements (Appendix D)

v. Monitoring and Evaluation Stage continuous monitoring of

project progress against stated objectives, including value for

money and assessment of success during project evaluation

(Appendix E)

4.3 Local Transport Board

3 http://dorsetlep.co.uk/governance/

http://dorsetlep.co.uk/governance/

The LTBs Assurance Framework was approved by the Department for

Transport in January 2014 and the DLEP Board has made the decision to

adopt it in relation to managing decisions on and delivery of transport

projects. The adopted framework can be found on the DLEP website. The

Connected Dorset group is the DLEP sub group charged with overseeing the

development of Dorsets transport activity and is, in effect, the replacement

for the now disbanded Local Transport Body.

5. Financial management

5.1 Role of the Accountable Body

5.1.1 The accountable body will receive funding on behalf of the DLEP

but will not use any amount for its own purposes.

5.1.2 The accountable body is responsible for the proper use and

administration of funding and ensuring decisions are made in

accordance with this Assurance Framework.

5.1.3 The accountable body is responsible for ensuring audit

arrangements are in place. This will include both independent

auditors and their own processes.

5.1.4 Should the DLEP Board deem the accountable body to have acted

outside of the scope of this Assurance Framework or to have

discharged its responsibilities in a negligent manner, then it reserves

the right to seek an independent audit and review.

5.1.5 The working arrangements between DLEP and the accountable

body are covered in detail in the Service Level Agreement

(Appendix D).

5.2 Record keeping

5.2.1 The DLEP budget will be a standing agenda item at each DLEP

Board meeting.

5.2.2 The budget will be regularly reviewed with the accountable body to

ensure completeness and accuracy.

5.2.3 The DLEP Director and s151 Officer of the accountable body will be

jointly responsible for the budget.

5.2.4 All procurement and contract management information will be held

by the LEP/accountable body for 5 years.

5.3 Procurement

The DLEP will be governed by the obligations in relation to 'best value'

contained in DCC's Contract Procedure Rules dated 1 September 2013 so far

as they may be applicable to DLEP procurement activity.

The DLEP will take appropriate measures to maximise the social value of its

investment funding and activities.

5.4 Transparency

The DLEP will comply with appropriate elements of the local government

transparency code in relation to publishing financial information and, once

incorporated, will publish its accounts annually with the Registrar of

Companies in line with required practice4.

4 https://www.gov.uk/government/uploads/system/uploads/attachment_data/file/303764/13-711-community-

interest-companies-chapter-8-statutory-obligations.pdf

https://www.gov.uk/government/uploads/system/uploads/attachment_data/file/303764/13-711-community-interest-companies-chapter-8-statutory-obligations.pdfhttps://www.gov.uk/government/uploads/system/uploads/attachment_data/file/303764/13-711-community-interest-companies-chapter-8-statutory-obligations.pdf

Appendix A Articles of Association

The Companies Act 2006

Community Interest Company Limited by Guarantee

_____________________________________________________________

Articles of Association

of

Dorset Local Enterprise Partnership C.I.C

The Companies Act 2006

Articles of Association

of

Dorset Local Enterprise Partnership C.I.C

INTERPRETATION

1. Defined Terms

The interpretation of these Articles is governed by the provisions set out in the Schedule

at end of the Articles.

COMMUNITY INTEREST COMPANY AND ASSET LOCK

2. Community Interest Company

The Company is to be a community interest company.

3. Asset Lock

3.1 The Company shall not transfer any of its assets other than for full consideration.

3.2 Provided the conditions in Article 3.3 are satisfied, Article 3.1 shall not apply to:

3.2.1 the transfer of assets to any specified asset-locked body, or (with the

consent of the Regulator) to any other asset-locked body; and

3.2.2 the transfer of assets made for the benefit of the community other than

by way of a transfer of assets into an asset-locked body.

3.3 The conditions are that the transfer of assets must comply with any restrictions on

the transfer of assets for less than full consideration which may be set out

elsewhere in the Memorandum and Articles of the Company.

3.4 If:

3.4.1 the Company is wound up under the Insolvency Act 1986; and

3.4.2 all its liabilities have been satisfied

any residual assets shall be given or transferred to an asset-locked body specified

by the Directors.

4. Not for profit

The Company is not established or conducted for private gain: any surplus or assets are

used principally for the benefit of the community.

OBJECTS, POWERS AND LIMITATION OF LIABILITY

5. Objects

The objects of the Company are to carry on activities which benefit the community and

in particular (without limitation) to drive economic and employment growth in Dorset,

through the support of a strongly performing, productive and sustainable economy,

characterised by a greater incidence of higher paid and skilled jobs, in a manner that, in

so far as possible, harnesses and protects Dorsets unique environmental assets.

6. Powers

To further its objects the Company may do all such lawful things as may further the

Companys objects and, in particular, but, without limitation, may borrow or raise and

secure the payment of money for any purpose including for the purposes of investment

or of raising funds.

7. Liability of members

The liability of each member is limited to 1, being the amount that each member

undertakes to contribute to the assets of the Company in the event of its being wound

up while he or she is a member or within one year after he or she ceases to be a

member, for:

7.1 payment of the Companys debts and liabilities contracted before he or she

ceases to be a member;

7.2 payment of the costs, charges and expenses of winding up; and

7.3 adjustment of the rights of the contributories among themselves.

DIRECTORS

DIRECTORS POWERS AND RESPONSIBILITIES

8. Directors general authority

Subject to the Articles, the Directors are responsible for the management of the

Companys business, for which purpose they may exercise all the powers of the

Company.

9. Members reserve power

9.1 The members may, by special resolution, direct the Directors to take, or refrain from

taking, specific action.

9.2 No such special resolution invalidates anything which the Directors have done

before the passing of the resolution.

10. Chair

10.1 The Directors may appoint one of the Private Sector Directors to be the Chair of

the Directors and may at any time remove him or her from office. The Chair will

hold office for a period of three years. He or she may be re-appointed for further

term of three years.

10.2 The Directors may appoint one of their number to be the vice-Chair of the

Directors and may at any time remove him or her from office. The vice-Chair will

hold office for a period of three years. He or she may be re-appointed for a further

term of three years.

11. Directors may delegate

11.1 Subject to the Articles, the Directors may delegate any of the powers which are

conferred on them under the Articles:

11.1.1 to such person or committee;

11.1.2 by such means (including by power of attorney);

11.1.3 to such an extent;

11.1.4 in relation to such matters or territories; and

11.1.5 on such terms and conditions,

as they think fit.

11.2 If the Directors so specify, any such delegation may authorise further delegation of

the Directors powers by any person to whom they are delegated.

11.3 The Directors may revoke any delegation in whole or part, or alter its terms and

conditions.

12. Committees

12.1 The Directors may delegate under written terms of reference to committees

and/or working groups. Those powers shall be exercised in accordance with any

written instructions given by the Board.

12.2 Every committee shall include one Director. The Board will appoint the chair of any

committee and shall specify the quorum.

12.3 To the extent that terms of reference made under Article 12.1 do not deal with any

issue, the committees and/or working groups must follow procedures which are

based as far as they are applicable on those provisions of the Articles which

govern the taking of decisions by Directors.

DECISION-MAKING BY DIRECTORS

13. Directors to take decisions collectively

Any decision of the Directors must be either a majority decision at a meeting, although

the Directors recognise that unanimity is ideal, or a decision taken in accordance with

Article 18.

14. Calling a Directors meeting

14.1 Outside the regular schedule of Directors meetings, five or more Directors or the

Chair may (and the Secretary, if any, must at the request of five or more of the

total number of Directors or the Chair) call a Directors meeting.

14.2 A Directors meeting must be called by at least seven Clear Days notice unless

either:

14.2.1 all the Directors agree; or

14.2.2 urgent circumstances require shorter notice.

14.3 Notice of Directors meetings must be given to each Director.

14.4 Every notice calling a Directors meeting must specify:

14.4.1 the place, day and time of the meeting; and

14.4.2 if it is anticipated that Directors participating in the meeting will not be in

the same place, how it is proposed that they should communicate with

each other during the meeting.

14.5 Notice of Directors meetings need not be in Writing.

14.6 Notice of Directors meetings may be sent by Electronic Means to an Address

provided by the Director for the purpose.

15. Participation in Directors meetings

15.1 Subject to the Articles, Directors participate in a Directors meeting, or part of a

Directors meeting, when:

15.1.1 the meeting has been called and takes place in accordance with the

Articles; and

15.1.2 they can each communicate to the others any information or opinions

they have on any particular item of the business of the meeting.

15.2 In determining whether Directors are participating in a Directors meeting, it is

irrelevant where any Director is or how they communicate with each other.

15.3 If all the Directors participating in a meeting are not in the same place, they may

decide that the meeting is to be treated as taking place wherever any of them is.

16. Quorum for Directors meetings

16.1 At a Directors meeting, unless a quorum is participating, no proposal is to be

voted on, except a proposal to call another meeting.

16.2 The quorum for Directors meetings may be fixed from time to time by a decision of

the Directors, and unless otherwise fixed it is eight, provided that the Private Sector

Directors must form a majority of those present at the meeting and there are at

least 2 non-Private Sector Directors present.

16.3 If there are not sufficient Directors to satisfy the quorum requirement under Article

16.2, the Directors must not take any decision other than a decision to appoint or

invite the appointment of further Directors.

17. Decision making at a meeting

17.1 Questions arising at a Directors meeting shall be decided by a majority of votes.

17.2 In all proceedings of Directors each Director must not have more than one vote.

17.3 In case of an equality of votes, the Chair shall have a second or casting vote.

18. Decisions without a meeting

18.1 The Directors may take a majority decision without a Directors meeting by

indicating to each other by any means, including without limitation by Electronic

Means, that they share a common view on a matter. Such a decision may, but

need not, take the form of a resolution in Writing, copies of which have been

signed by each Director or to which each Director has otherwise indicated

agreement in Writing.

18.2 A decision which is made in accordance with Article 18.1 shall be as valid and

effectual as if it had been passed at a meeting duly convened and held, provided

the following conditions are complied with:

18.2.1 approval from each Director must be received by one person being

either such person as all the Directors have nominated in advance for

that purpose or such other person as volunteers if necessary (the

Recipient), which person may, for the avoidance of doubt, be one of

the Directors;

18.2.2 following receipt of responses from a majority of the Directors, the

Recipient must communicate to all of the Directors by any means

whether the resolution has been formally approved by the Directors in

accordance with this Article 18.2;

18.2.3 the date of the decision shall be the date of the communication from

the Recipient confirming formal approval; and

18.2.4 the Recipient must prepare a minute of the decision in accordance with

Article 54.

19. Conflicts of interest

19.1 Whenever a Director finds himself or herself in a situation that is reasonably likely to

give rise to a Conflict of Interest, he or she must declare his or her interest to the

Directors.

19.2 If any question arises as to whether a Director has a Conflict of Interest, the

question shall be decided by a majority decision of the other Directors.

19.3 Whenever a matter is to be discussed at a meeting or decided in accordance

with Article 18 and a Director has a Conflict of Interest in respect of that matter

then, subject to Article 20, he or she must:

19.3.1 remain only for such part of the meeting as in the view of the other

Directors is necessary to inform the debate;

19.3.2 not be counted in the quorum for that part of the meeting; and

19.3.3 withdraw during the vote and have no vote on the matter.

19.4 When a Director has a Conflict of Interest which he or she has declared to the

Directors, he or she shall not be in breach of his or her duties to the Company by

withholding confidential information from the Company if to disclose it would result

in a breach of any other duty or obligation of confidence owed by him or her.

20. Directors power to authorise a conflict of interest

20.1 The Directors have power to authorise a Director to be in a position of Conflict of

Interest provided:

20.1.1 in relation to the decision to authorise a Conflict of Interest, the

conflicted Director must comply with Article 19.3;

20.1.2 in authorising a Conflict of Interest, the Directors can decide the manner

in which the Conflict of Interest may be dealt with and, for the

avoidance of doubt, they can decide that the Director with a Conflict

of Interest can participate in a vote on the matter and can be counted

in the quorum; and

20.1.3 the decision to authorise a Conflict of Interest can impose such terms as

the Directors think fit and is subject always to their right to vary or

terminate the authorisation.

20.2 If a matter, or office, employment or position, has been authorised by the Directors

in accordance with Article 20.1 then, even if he or she has been authorised to

remain at the meeting by the other Directors, the Director may absent himself or

herself from meetings of the Directors at which anything relating to that matter, or

that office, employment or position, will or may be discussed.

20.3 A Director shall not be accountable to the Company for any benefit which he or

she derives from any matter, or from any office, employment or position, which has

been authorised by the Directors in accordance with Article 20.1 (subject to any

limits or conditions to which such approval was subject).

21. Register of Directors interests

The Directors shall ensure that a register of Directors interests is kept and maintained. A

Director must declare the nature and extent of any interest, direct or indirect, which he

or she has in a proposed transaction or arrangement with the Company or in any

transaction or arrangement entered into by the Company which has not previously

been declared.

APPOINTMENT AND RETIREMENT OF DIRECTORS

22. Appointment of Directors

22.1 Those persons notified to the Registrar of Companies as the first Directors of the

Company shall be the first Directors.

22.2 Following incorporation the Company shall have the following Directors:

22.2.1 up to four Public Sector Directors appointed in accordance with Article

23;

22.2.2 one HE Director appointed in accordance with Article 24;

22.2.3 one FE Director appointed in accordance with Article 25; and

22.2.4 up to nine Private Sector Directors appointed in accordance with Article

26, so as to ensure that the total number of Private Sector Directors is

greater than the total number of all other Directors.

22.3 The terms of office of the first Directors of the Company shall be calculated by

reference to the date they were originally appointed.

23. Public Sector Directors

23.1 Each of Bournemouth Borough Council, Dorset County Council, Poole Borough

Council and (collectively) the District Councils have the right to appoint one

elected member as a Public Sector Director. Such an appointment is to take effect

when notified to the Company in writing and delivered to the Registered Office, a

Directors meeting or the Secretary in person.

23.2 Subject to Article 23.3 and Article 28:

23.2.1 a Public Sector Director is to hold office during their term of office as an

elected member of the relevant Council; and

23.2.2 the District Councils must exercise their right to appoint one Public Sector

Director collectively. Such appointment is to take effect when notified to

the Company in writing and delivered to the Registered Office, a

Directors meeting or the Secretary in person.

23.3 The Council which appointed an individual as a Public Sector Director in

accordance with Article 23.1 is entitled to remove him or her at any time in the

same way as it appointed him or her.

24. HE Directors

24.1 The Higher Education Sector Organisations have the right to collectively appoint

one HE Director. Such an appointment is to take effect when notified to the

Company in writing and delivered to the Registered Office, a Directors meeting or

the Secretary in person.

24.2 Subject to Article 24.3 and Article 28, a HE Director is to hold office for a period of

three years. He or she may be re-appointed for further terms of three years.

24.3 The Higher Education Sector Organisations are entitled to collectively remove a HE

Director in the same way as they appointed him or her.

24.4 In the event that the Higher Education Sector Organisations do not (or are unable

to agree as to how to) exercise their right of appointment under Article 24.1 the

Directors may appoint an individual who, in their reasonable opinion, is suitably

qualified or experienced to serve as the HE Director.

25. FE Director

25.1 The Further Education Colleges have the right to collectively appoint one FE

Director. Such an appointment is to take effect when notified to the Company in

writing and delivered to the Registered Office, a Directors meeting or the

Secretary in person.

25.2 Subject to Article 25.3 and Article 28 the FE Director is to hold office for a period of

three years. He or she may be re-appointed for further terms of three years.

25.3 The Further Education Colleges are entitled to collectively remove the FE Director

in the same way as they appointed him or her.

25.4 In the event that the Further Education Colleges do not (or are unable to agree on

how to) exercise their right of appointment under Article 25.1 the Directors may

appoint an individual who, in their reasonable opinion, is suitably qualified or

experienced to serve as the FE Director.

26. Private Sector Directors

26.1 Following an open recruitment procedure the Directors shall appoint individuals as

Private Sector Directors so as to ensure that, at all times, the total number of Private

Sector Directors is greater than the total number of all other Directors.

26.2 Subject to Article 28 and, unless the Directors decide otherwise at the time of

appointment, a Private Sector Director is to hold office for an initial period of three

years. He or she may be re-appointed in accordance with Article 26.1 for a further

two terms of three years.

27. Alternate Directors

27.1 A Public Sector Director or HE Director (the Appointer) may appoint an individual

who, unless the Directors decide otherwise, is an employee, elected member or

officer of the same organisation as the Appointer, and who is approved by the

Directors to:-

27.1.1 exercise his/her powers including, for the avoidance of doubt, his right to

vote; and

27.1.2 carry out his/her responsibilities,

in relation to the taking of decisions by the Directors in the Appointers absence.

27.2 Any appointment or removal of an Alternate Director must be effected by notice

in writing to the Company signed by the Appointer, or in any other manner

approved by the Directors.

27.3 An Alternate Director must be an elected member or a representative of the

Public Sector Director mandated to make decisions as if he or she was the Public

Sector Director.

27.4 An Alternate Director:

27.4.1 shall be entitled to receive notice of all Directors meetings and of all

meetings of committees of which his or her Appointer is a member;

27.4.2 may be counted as participating for the purposes of determining

whether a quorum is present (but only if that individuals Appointer is not

present); and

27.4.3 may not attend a Directors meeting as an observer at which his or her

Appointer is present unless the Directors decide otherwise.

27.5 The appointment of an Alternate Director terminates:-

27.5.1 when his or her Appointer revokes the appointment in accordance with

Article 27.2;

27.5.2 on the occurrence of any event which, if it occurred in relation to his or

her Appointer, would result in the termination of the Appointers

appointment as a director; or

27.5.3 when his or her Appointer ceases to be a director for any reason.

28. Co-opted Directors

The Directors may from time to time co-opt up to three persons to the Board and the

Board may at any time revoke such co-option. Co-opted Directors shall be entitled to

vote and shall be counted in the quorum for Directors meetings.

29. Observers

The Board may from time to time appoint observers to attend Directors Meetings.

Observers shall not be entitled to vote but may be invited to speak at the meeting on

specific matters. The Board may exclude observers from any part of a Directors

Meeting.

30. Termination of Directors appointment

A person ceases to be a Director or Co-opted Director as soon as:

30.1 that person ceases to be a Director or Co-opted Director by virtue of any provision

of the Companies Acts, or is prohibited from being a Director or Co-opted Director

by law;

30.2 being a Public Sector Director that person comes to the end of his/her term of

office as specified in Article 23.2.1 and is not re-appointed, or is removed from

office in accordance with Article 23.3;

30.3 being an HE Director that person comes to the end of his/her term of office under

Article 24.2 and is not re-appointed, or is removed from office in accordance with

Article 24.3;

30.4 being an FE Director that person comes to the end of his/her term of office under

Article 24.2 and is not re-appointed, or is removed from office in accordance with

Article 24.3;

30.5 being a Private Sector Director that person comes to the end of his/her term of

office under Article 26.2 and is not re-appointed to the Board;

30.6 a bankruptcy order is made against that person, or an order is made against that

person in individual insolvency proceedings in a jurisdiction other than England

and Wales or Northern Ireland which have an effect similar to that of bankruptcy;

30.7 a composition is made with that persons creditors generally in satisfaction of that

persons debts;

30.8 a registered medical practitioner who is treating that person gives a written

opinion to the Company stating that that person has become physically or

mentally incapable of acting as a Director or Co-opted Director and may remain

so for more than three months;

30.9 notification is received by the Company from the Director or Co-opted Director

that they are resigning from office, and such resignation has taken effect in

accordance with its terms (but only if at least two Directors will remain in office

when such resignation has taken effect);

30.10 the Director or Co-opted Director (or where permitted in accordance with Article

27 his or her Alternate Director) fails to attend three quarters of all Directors

meetings within a 12 month period and three quarters of the Directors present vote

to remove the Director or Co-opted Director;

30.11 they are a Co-Opted Director and are removed by the Board in accordance with

Article 28; or

30.12 at a Directors meeting, a resolution is passed by three quarters of the Directors

present to remove the Director from office, provided the meeting has invited the

views of the Director concerned and considered the matter in the light of such

views.

31. Directors remuneration

31.1 Directors may undertake any services for the Company that the Directors decide.

31.2 Directors are entitled to such remuneration as the Directors determine:

31.2.1 for their services to the Company as Directors; and

31.2.2 for any other service which they undertake for the Company.

31.3 Subject to the Articles, a Directors remuneration may:

31.3.1 take any form; and

31.3.2 include any arrangements in connection with the payment of a pension,

allowance or gratuity, or any death, sickness or disability benefits, to or in

respect of that director.

31.4 Unless the Directors decide otherwise, Directors remuneration accrues from day to

day.

31.5 Unless the Directors decide otherwise, Directors are not accountable to the

Company for any remuneration which they receive as Directors or other officers or

employees of the Companys subsidiaries or of any other body corporate in which

the Company is interested.

32. Directors expenses

The Company may pay any reasonable expenses which the Directors properly incur in

connection with their attendance at:

32.1 meetings of Directors or committees;

32.2 general meetings; or

32.3 separate meetings of any class of members or of the holders of any debentures of

the Company,

or otherwise in connection with the exercise of their powers and the discharge of their

responsibilities in relation to the Company.

MEMBERS

BECOMING AND CEASING TO BE A MEMBER

33. Becoming a member

33.1 The subscribers to the Memorandum are the first members of the Company.

33.2 Such other persons as are admitted to membership in accordance with the

Articles shall be members of the Company.

33.3 Subject to Articles 33.4, 32.5, 33.6, no person shall be admitted a member of the

Company unless he or she is approved by the Directors.

33.4 Bournemouth Borough Council, Poole Borough Council, Dorset County Council,

Bournemouth University and Arts University Bournemouth shall each be admitted as

a member of the Company as soon as practicable following incorporation of the

Company.

33.5 Every person who wishes to become a member shall deliver to the Company an

application for membership in such form (and containing such information) as the

Directors require and executed by him, her or it.

33.6 Each Director, except for the Public Sector Directors appointed by each of

Bournemouth Borough Council, Poole Borough Council, Dorset County Council

and the HE Director, shall be a member.

33.7 Each of Bournemouth Borough Council, Poole Borough Council, Dorset County

Council, Bournemouth University and Arts University Bournemouth shall be deemed

to have authorised the individual appointed by them as a Public Sector Director or

HE Director to act as their respective authorised representative at General

Meetings until such time as the individual ceases to be a Public Sector Director or

HE Director.

33.8 The Directors, subject to Articles 32.3 and 32.5, may admit members outside of

those prescribed in Articles 32.4, 32.6 and 32.7. Such members may include, but

are not limited to: -

33.8.1 local authority bodies; and

33.8.2 business organisations.

34. Termination of membership

34.1 Membership is not transferable to anyone else.

34.2 Membership is terminated if:

34.2.1 the member dies or ceases to exist;

34.2.2 otherwise in accordance with the Articles;

34.2.3 notice is given by the member to the Company stating their intention to

terminate their membership, such notice to take effect not less than 1

month after the notice is delivered to the Company;

34.2.4 in the case of a member who is also a Director that individual ceases to

be a Director;

34.2.5 if a Director is a member, and their appointing body is admitted as a

member, in which case the Directors membership shall cease

immediately; and

34.2.6 at a meeting of the Directors a resolution is passed by at least three

quarters of the Directors present resolving that the member be expelled

on the ground that his or her continued membership is harmful to or is

likely to become harmful to the interests of the Company. Such a

resolution may not be passed unless the member has been given at

least 14 Clear Days notice that the resolution is to be proposed,

specifying the circumstances alleged to justify expulsion, and has been

afforded a reasonable opportunity of being heard by or of making

written representations to the Directors.

ORGANISATION OF GENERAL MEETINGS

35. General meetings

35.1 The Directors may call a general meeting at any time.

35.2 The Directors must call a general meeting if required to do so by the members

under the Companies Acts.

36. Length of notice

All general meetings must be called by either:

36.1 at least 14 Clear Days notice; or

36.2 shorter notice if it is so agreed by a majority of the members having a right to

attend and vote at that meeting. Any such majority must together represent at

least 90% of the total voting rights at that meeting of all the members.

37. Contents of notice

37.1 Every notice calling a general meeting must specify the place, day and time of

the meeting, whether it is a general or an annual general meeting, and the

agenda for the meeting.

37.2 If a special resolution is to be proposed, the notice must include the proposed

resolution and specify that it is proposed as a special resolution.

37.3 In every notice calling a meeting of the Company there must appear with

reasonable prominence a statement informing the member of his or her rights to

appoint another person as his or her proxy at a general meeting.

38. Service of notice

Notice of general meetings must be given to every member, to the Directors and to the

auditors of the Company.

39. Attendance and speaking at general meetings

39.1 A person is able to exercise the right to speak at a general meeting when that

person is in a position to communicate to all those attending the meeting, during

the meeting, any information or opinions which that person has on the business of

the meeting.

39.2 A person is able to exercise the right to vote at a general meeting when:

39.2.1 that person is able to vote, during the meeting, on resolutions put to the

vote at the meeting; and

39.2.2 that persons vote can be taken into account in determining whether or

not such resolutions are passed at the same time as the votes of all the

other persons attending the meeting.

39.3 The Directors may make whatever arrangements they consider appropriate to

enable those attending a general meeting to exercise their rights to speak or vote

at it.

39.4 In determining attendance at a general meeting, it is immaterial whether any two

or more members attending it are in the same place as each other.

39.5 Two or more persons who are not in the same place as each other attend a

general meeting if their circumstances are such that if they have (or were to have)

rights to speak and vote at that meeting, they are (or would be) able to exercise

them.

40. Quorum for general meetings

40.1 No business (other than the appointment of the chair of the meeting) may be

transacted at any general meeting unless a quorum is present.

40.2 The quorum for a general meeting is eight, provided that the Private Sector

Members must form a majority of those present at the meeting and there are at

least 2 non-Private Sector Members present. A member may be present in person

or by proxy or by authorised representative.

40.3 If a quorum is not present within half an hour from the time appointed for the

meeting, the meeting shall stand adjourned to the same day in the next week at

the same time and place, or to such time and place as the Directors may

determine, and if at the adjourned meeting a quorum is not present within half an

hour from the time appointed for the meeting those present and entitled to vote

shall be a quorum.

41. Chairing general meetings

41.1 The Chair or in his or her absence or if s/he is unwilling the vice-Chair, or when both

are absent or unwilling, another Director nominated by the Directors present shall

preside as chair of every general meeting.

41.2 If the Chair, the vice-Chair or such other Director nominated in accordance with

Article 41.1 are not present within fifteen minutes after the time appointed for

holding the meeting and willing to act, the Directors present shall elect one of their

number to chair the meeting and, if there is only one Director present and willing

to act, he or she shall be chair of the meeting.

41.3 If no Director is willing to act as chair of the meeting, or if no Director is present

within fifteen minutes after the time appointed for holding the meeting, the

members present in person or by proxy or by authorised representative and

entitled to vote must choose one of their number to be chair of the meeting, save

that a proxy holder who is not a member entitled to vote nor an authorised

representative shall not be entitled to be appointed chair of the meeting.

42. Attendance and speaking by non-members

The chair of the meeting may permit other persons who are not members of the

Company to attend and speak at a general meeting.

43. Adjournment

43.1 The chair of the meeting may adjourn a general meeting at which a quorum is

present if:

43.1.1 the meeting consents to an adjournment; or

43.1.2 it appears to the chair of the meeting that an adjournment is necessary

to protect the safety of any person attending the meeting or ensure that

the business of the meeting is conducted in an orderly manner.

43.2 The chair of the meeting must adjourn a general meeting if directed to do so by

the meeting.

43.3 When adjourning a general meeting, the chair of the meeting must:

43.3.1 either specify the time and place to which it is adjourned or state that it

is to continue at a time and place to be fixed by the Directors; and

43.3.2 have regard to any directions as to the time and place of any

adjournment which have been given by the meeting.

43.4 If the continuation of an adjourned meeting is to take place more than fourteen

days after it was adjourned, the Company must give at least seven Clear Days

notice of it:

43.4.1 to the same persons to whom notice of the Companys general

meetings is required to be given; and

43.4.2 containing the same information which such notice is required to

contain.

43.5 No business may be transacted at an adjourned general meeting which could not

properly have been transacted at the meeting if the adjournment had not taken

place.

VOTING AT GENERAL MEETINGS

44. Voting: general

44.1 A resolution put to the vote of a general meeting must be decided on a show of

hands unless a poll is duly demanded in accordance with the Articles.

44.2 A person who is not a member of the Company shall not have any right to vote at

a general meeting of the Company; but this is without prejudice to any right to

vote on a resolution affecting the rights attached to a class of the Companys

debenture.

44.3 Article 42.2 shall not prevent a person who is a proxy for a member or who is the

authorised representative of a member from voting at a general meeting of the

Company.

45. Votes

45.1 On a vote on a resolution on a show of hands at a meeting every person present in

person or by proxy or by authorised representative and entitled to vote shall have

a maximum of one vote.

45.2 On a vote on a resolution on a poll at a meeting every member present in person

or by proxy or by authorised representative shall have one vote.

45.3 In the case of an equality of votes, whether on a show of hands or on a poll, the

chair of the meeting shall be entitled to a casting vote in addition to any other

vote he or she may have.

45.4 No member shall be entitled to vote at any general meeting unless all monies

presently payable by him, her or it to the Company have been paid.

46. Poll votes

46.1 A poll on a resolution may be demanded:

46.1.1 in advance of the general meeting where it is to be put to the vote; or

46.1.2 at a general meeting, either before a show of hands on that resolution

or immediately after the result of a show of hands on that resolution is

declared.

46.2 A poll may be demanded by:

46.2.1 the chair of the meeting;

46.2.2 the Directors;

46.2.3 two or more persons having the right to vote on the resolution;

46.2.4 any person, who, by virtue of being appointed proxy for one or more

members having the right to vote at the meeting, holds two or more

votes; or

46.2.5 a person or persons representing not less than one tenth of the total

voting rights of all the members having the right to vote on the

resolution.

46.3 A demand for a poll may be withdrawn if:

46.3.1 the poll has not yet been taken; and

46.3.2 the chair of the meeting consents to the withdrawal.

46.4 Polls must be taken immediately and in such manner as the chair of the meeting

directs.

47. Errors and disputes

47.1 No objection may be raised to the qualification of any person voting at a general

meeting except at the meeting or adjourned meeting at which the vote objected

to is tendered, and every vote not disallowed at the meeting is valid.

47.2 Any such objection must be referred to the chair of the meeting whose decision is

final.

48. Content of proxy notices

48.1 Proxies may only validly be appointed by a notice in writing (a Proxy Notice)

which:

48.1.1 states the name and address of the member appointing the proxy;

48.1.2 identifies the person appointed to be that members proxy and the

general meeting in relation to which that person is appointed;

48.1.3 is signed by or on behalf of the member appointing the proxy, or is

authenticated in such manner as the Directors may determine; and

48.1.4 is delivered to the Company in accordance with the Articles and any

instructions contained in the notice of the general meeting to which

they relate.

48.2 The Company may require Proxy Notices to be delivered in a particular form, and

may specify different forms for different purposes.

48.3 Proxy Notices may specify how the proxy appointed under them is to vote (or that

the proxy is to abstain from voting) on one or more resolutions.

48.4 Unless a Proxy Notice indicates otherwise, it must be treated as:

48.4.1 allowing the person appointed under it as a proxy discretion as to how

to vote on any ancillary or procedural resolutions put to the meeting;

and

48.4.2 appointing that person as a proxy in relation to any adjournment of the

general meeting to which it relates as well as the meeting itself.

49. Delivery of proxy notices

49.1 A person who is entitled to attend, speak or vote (either on a show of hands or on

a poll) at a general meeting remains so entitled in respect of that meeting or any

adjournment of it, even though a valid Proxy Notice has been delivered to the

Company by or on behalf of that person.

49.2 An appointment under a Proxy Notice may be revoked by delivering to the

Company a notice in Writing given by or on behalf of the person by whom or on

whose behalf the Proxy Notice was given.

49.3 A notice revoking the appointment of a proxy only takes effect if it is delivered

before the start of the meeting or adjourned meeting to which it relates.

50. Amendments to resolutions

50.1 An ordinary resolution to be proposed at a general meeting may be amended by

ordinary resolution if:

50.1.1 notice of the proposed amendment is given to the Company in Writing

by a person entitled to vote at the general meeting at which it is to be

proposed not less than 48 hours before the meeting is to take place (or

such later time as the chair of the meeting may determine); and

50.1.2 the proposed amendment does not, in the reasonable opinion of the

chair of the meeting, materially alter the scope of the resolution.

50.2 A special resolution to be proposed at a general meeting may be amended by

ordinary resolution, if:

50.2.1 the chair of the meeting proposes the amendment at the general

meeting at which the resolution is to be proposed; and

50.2.2 the amendment does not go beyond what is necessary to correct a

grammatical or other non-substantive error in the resolution.

50.3 If the chair of the meeting, acting in good faith, wrongly decides that an

amendment to a resolution is out of order, the chairs error does not invalidate the

vote on that resolution.

WRITTEN RESOLUTIONS

51. Written resolutions

51.1 Subject to Article 51.3, a written resolution of the Company passed in accordance

with this Article 51 shall have effect as if passed by the Company in general

meeting:

51.1.1 A written resolution is passed as an ordinary resolution if it is passed by a

simple majority of the total voting rights of eligible members.

51.1.2 A written resolution is passed as a special resolution if it is passed by

members representing not less than 75% of the total voting rights of

eligible members. A written resolution is not a special resolution unless it

states that it was proposed as a special resolution.

51.2 In relation to a resolution proposed as a written resolution of the Company the

eligible members are the members who would have been entitled to vote on the

resolution on the circulation date of the resolution.

51.3 A members resolution under the Companies Acts removing a Director or an

auditor before the expiration of his or her term of office may not be passed as a

written resolution.

51.4 A copy of the written resolution must be sent to every member together with a

statement informing the member how to signify their agreement to the resolution

and the date by which the resolution must be passed if it is not to lapse.

Communications in relation to written notices shall be sent to the Companys

auditors in accordance with the Companies Acts.

51.5 A member signifies their agreement to a proposed written resolution when the

Company receives from him or her an authenticated Document identifying the

resolution to which it relates and indicating his or her agreement to the resolution.

51.6 If the Document is sent to the Company in Hard Copy Form, it is authenticated if it

bears the members signature.

51.7 If the Document is sent to the Company by Electronic Means, it is authenticated if

it bears the members signature or if it is from an email Address notified by the

member to the Company for the purposes of receiving Documents or information

by Electronic Means.

51.8 A written resolution is passed when the required majority of eligible members have

signified their agreement to it.

51.9 A proposed written resolution lapses if it is not passed within 28 days beginning with

the circulation date.

ADMINISTRATIVE ARRANGEMENTS AND MISCELLANEOUS

52. Means of communication to be used

52.1 Subject to the Articles, anything sent or supplied by or to the Company under the

Articles may be sent or supplied in any way in which the Companies Act 2006

provides for Documents or information which are authorised or required by any

provision of that Act to be sent or supplied by or to the Company.

52.2 Subject to the Articles, any notice or Document to be sent or supplied to a Director

in connection with the taking of decisions by Directors may also be sent or

supplied by the means by which that Director has asked to be sent or supplied

with such notices or Documents for the time being.

52.3 A Director may agree with the Company that notices or Documents sent to that

Director in a particular way are to be deemed to have been received within an

agreed time of their being sent, and for the agreed time to be less than 48 hours.

53. Irregularities

The proceedings at any meeting or on the taking of any poll or the passing of a written

resolution or the making of any decision shall not be invalidated by reason of any

accidental informality or irregularity (including any accidental omission to give or any

non-receipt of notice) or any want of qualification in any of the persons present or voting

or by reason of any business being considered which is not referred to in the notice

unless a provision of the Companies Acts specifies that such informality, irregularity or

want of qualification shall invalidate it.

54. Minutes

54.1 The Directors must cause minutes to be made in books kept for the purpose:

54.1.1 of all appointments of officers made by the Directors;

54.1.2 of all resolutions of the Company and of the Directors; and

54.1.3 of all proceedings at meetings of the Company and of the Directors,

and of committees of Directors, including the names of the Directors

present at each such meeting.

54.2 Any such minute, if purported to be signed (or in the case of minutes of Directors

meetings signed or authenticated) by the chair of the meeting at which the

proceedings were had, or by the chair of the next succeeding meeting, shall, as

against any member or Director of the Company, be sufficient evidence of the

proceedings.

54.3 The minutes must be kept for at least ten years from the date of the meeting,

resolution or decision.

55. Records and accounts

The Directors shall comply with the requirements of the Companies Acts as to

maintaining a members register, keeping financial records, the audit or examination of

accounts and the preparation and transmission to the Registrar of Companies and the

Regulator of:

55.1 annual reports;

55.2 annual returns; and

55.3 annual statements of account.

56. Indemnity

56.1 Subject to Article 56.2, a relevant Director of the Company or an associated

company may be indemnified out of the Companys assets against:

56.1.1 any liability incurred by that Director in connection with any negligence,

default, breach of duty or breach of trust in relation to the Company or

an associated company;

56.1.2 any liability incurred by that Director in connection with the activities of

the Company or an associated company in its capacity as a trustee of

an occupational pension scheme (as defined in section 235(6) of the

Companies Act 2006); and

56.1.3 any other liability incurred by that Director as an officer of the Company

or an associated company.

56.2 This Article does not authorise any indemnity which would be prohibited or

rendered void by any provision of the Companies Acts or by any other provision of

law.

56.3 In this Article:

56.3.1 companies are associated if one is a subsidiary of the other or both are

subsidiaries of the same body corporate; and

56.3.2 a relevant Director means any Director or former Director of the

Company or an associated company.

57. Insurance

57.1 The Directors may decide to purchase and maintain insurance, at the expense of

the Company, for the benefit of any relevant Director in respect of any relevant

loss.

57.2 In this Article:

57.2.1 a relevant Director means any Director or former Director of the

Company or an associated company;

57.2.2 a relevant loss means any loss or liability which has been or may be

incurred by a relevant Director in connection with that Directors duties

or powers in relation to the Company, any associated company or any

pension fund or employees share scheme of the company or

associated company; and

57.2.3 companies are associated if one is a subsidiary of the other or both are

subsidiaries of the same body corporate.

58. Exclusion of model articles

The relevant model articles for a company limited by guarantee are hereby expressly

excluded.

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SCHEDULE

INTERPRETATION

Defined terms

1. In the Articles, unless the context requires otherwise, the following terms shall have the

following meanings:

Term Meaning

1.1 Address includes a number or address used for the

purposes of sending or receiving Documents by

Electronic Means;

1.2 Alternate Director means an individual appointed by a Director in

accordance with Article 27;

1.3 Articles means these articles of association;

1.4 asset-locked body means (i) a community interest company, a

charity or a Permitted Registered Society; or (ii) a

body established outside the United Kingdom

that is equivalent to any of those;

1.5 bankruptcy includes individual insolvency proceedings in a

jurisdiction other than England and Wales or

Northern Ireland which have an effect similar to

that of bankruptcy;

1.6 Bournemouth Borough Council means the council which administers the

borough of Bournemouth and of which the

principal office is located at Town Hall, St

Stephens Road, Bournemouth and includes any

successor body to its statutory functions;

1.7 Chair means the individual appointed as the Chair of

the Company in accordance with Article 9;

1.8 chairman of the meeting has the meaning given in Article 41;

1.9 Circulation Date in relation to a written resolution, has the

meaning given to it in the Companies Acts;

1.10 Clear Days in relation to the period of a notice, that period

excluding the day when the notice is given or

deemed to be given and the day for which it is

given or on which it is to take effect;

1.11 community is to be construed in accordance with

accordance with Section 35(5) of the Companys

(Audit) Investigations and Community Enterprise)

Act 2004;

Page 36 of 65

1.12 Companies Acts means the Companies Acts (as defined in

Section 2 of the Companies Act 2006), in so far as

they apply to the Company;

1.13 Company means the company intended to be regulated

by these Articles;

1.14 Conflict of Interest any direct or indirect interest of a Director

(whether personal, by virtue of a duty of loyalty to

another organisation or otherwise) that conflicts,

or might conflict with the interests of the

Company;

1.15 Co-opted Director a person co-opted to the Board for such period

as the Board determines;

1.16 Councils means the District Councils, Dorset County

Council, Bournemouth Borough Council and

Poole Borough Council and Council shall mean

any one of them as the context requires;

1.17 Director a director of the Company, and includes any

person occupying the position of director, by

whatever name called;

1.18 District Councils means the six District and Borough Councils in

Dorset (excluding Bournemouth Borough Council

and Poole Borough Council) or any successor

bodies from time to time;

1.19 Document includes, unless otherwise indicated, any

Document sent or supplied in Electronic Form;

1.20 Dorset County Council means the council which administers the county

of Dorset and of which the principal office is

located at County Hall, Colliton Park, Dorchester

and includes any successor body to its statutory

functions;

1.21 Electronic Form and

Electronic Means

have the meanings respectively given to them in

Section 1168 of the Companies Act 2006;

1.22 FE Director means the individual appointed as a Director in

accordance with Article 25;

1.23 Further Education Colleges

means a statutory corporation, set up by order of

the Secretary of State under the Further and

Higher Education Act 1992, which is also an

exempt charity for the purposes of the Charities

Act 2006 and which has their principal physical

base in Dorset and Further Education College

shall be construed accordingly;

Page 37 of 65

1.24 Hard Copy Form has the meaning given to it in the Companies Act

2006;

1.25 HE Director means an individual appointed as a Director in

accordance with Article 24;

1.26 Higher Education Sector

Organisations

means Bournemouth University Higher Education

Corporation, an exempt charity at Poole House,

Talbot Campus, Fern Barrow, Poole, Dorset, BH12

5BB and Arts University Bournemouth an exempt

charity at Wallisdown, Poole, Dorset, BH12 5HH;

1.27 Memorandum the Companys memorandum of association;

1.28 paid means paid or credited as paid;

1.29 participate in relation to a Directors meeting, has the

meaning given in Article 15;

1.30 Permitted Registered Society a registered society registered under the Co-

operative and Community Benefit Societies Act

2014 which has a restriction on the use of its assets

in accordance with Regulation 4 of the

Community Benefit Societies (Restriction on Use of

Assets) Regulations 2006 or Regulation 4 of the

Community Benefit Societies (Restriction on Use of

Assets) Regulations (Northern Ireland) 2006;

1.31 Private Sector Director means a director appointed in accordance with

Article 26;

1.32 Poole Borough Council means the council which administers the

borough of Poole and of which the principal

office is located at Civic Centre, Pool and

includes any successor body to its statutory

functions;

1.33 Proxy Notice has the meaning given in Article 48;

1.34 Public Sector Director means an individual who is appointed as a

director in accordance with Article 23;

1.35 Registered Office

1.36 the Regulator

means the registered office of the Company;

means the Regulator of Community Interest

Companies;

1.37 Secretary the secretary of the Company (if any);

1.38 specified means specified in the memorandum and

articles of association of the Company for the

purposes of this paragraph;

1.39 subsidiary has the meaning given in section 1159 of the

Companies Act 2006;

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1.40 transfer includes every description of disposition,

payment, release or distribution, and the creation

or extinction of an estate or interest in, or right

over, any property; and

1.41 Writing the representation or reproduction of words,

symbols or other information in a visible form by

any method or combination of methods, whether

sent or supplied in Electronic Form or otherwise.

2. Subject to paragraph 3 of this Schedule, any reference in the Articles to an

enactment includes a reference to that enactment as re-enacted or amended from

time to time and to any subordinate legislation made under it.

3. Unless the context otherwise requires, other words or expressions contained in these

Articles bear the same meaning as in the Companies Act 2006 as in force on the

date when the Articles become binding on the Company.

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Appendix B - Current DLEP Board Membership

Name Sector Associated Groups Term of office ends

Gordon Page CBE

DL Chair

Private Growing Places Fund

Chair

BIG Programme Steering

Group Member

Inward Investment

Chair

Leaders Growth Board

Member

Enterprise Zone

Management Board -

Chair

December 2017

Alison Moore

Nominated SME

Representative

Private Housing Group Chair June 2019

Andrea Smith Private Housing Group

Member

December 2017

Andrew Wickham Private Connected Dorset

Member

July 2019

Emma Hunt Private Strategy & Governance

Member

December 2017

Gary Suttle Public Leader, Purbeck

District Council

Geoffrey Smith Private Employment & Skills

Board Chair

December 2017

Janet Walton Public Leader, Borough of

Poole Council

Jim Andrews Higher

Education

BIG Programme Steering

Group Member

December 2019

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Jim Stewart Private Connected Dorset -

Chair

June 2019

John Beesley Public Leader,

Bournemouth

Borough Council

John Sutcliffe Private Enterprise Zone

Management Board

Vice Chair

July 2019

Kim Slowe Private July 2019

Nigel Evans Further

Education

Employment & Skills

Board - Member

July 2019

Richard Smith Private Dorset Tourism

Association - Member

December 2017

Robert Gould Public Leader, Dorset

County Council

Sara Uzzell Private Dorset Tourism

Association - Member

July 2019

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Appendix C Board Director Conduct

DORSET LOCAL ENTERPRISE PARTNERSHIP

COMMUNITY INTEREST COMPANY

DIRECTORS ROLES AND RESPONSIBILITIES

As with any other company, the directors of a CIC occupy an important position of

trust, and company law imposes on them a range of duties. The directors are

responsible for ensuring that the CIC meets its statutory and other obligations. The

Companies Act 2006 codifies the general duties which directors owe to the

company. A CIC director has the following duties under the Companies Act 2006:

1) To act within the companys powers

2) To act in the way he or she considers, in good faith, would be most likely to

achieve the community purpose of the company, and in doing so have regard

(amongst other matters) to:

the likely consequence of any decision in the long term

the interests of the companys employees

the need to foster business relationships with customers, suppliers and others

the impact of the companys operations on the community and the

environment

the desirability of the company maintaining a reputation for high standards of

business conduct

the need to act fairly as between the members of the company

3) To exercise independent judgement

4) To exercise reasonable care, skill and diligence

5) To avoid conflicts of interest

6) Not to accept benefits from third parties

7) To declare an interest in proposed transactions or arrangements and in existing transactions and arrangements where appropriate.

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Appendix D Accountable Body Service Level Agreement

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Appendix E Governance Structure

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Appendix F Programme Management Process

1. Grant/Service Level agreements

1.1 A standard template for Grant and Service Level agreements has

been developed by the DLEP and agreed with the accountable

body which is used to manage the distribution of funding to delivery

partners and which sets out the conditions for the access to that

funding.

1.2 Grant payments will usually be made either monthly or quarterly in

arrears against eligible expenditure and subject to demonstrating

achievement of the relevant outputs as evidenced by the

stipulated Accompanying Evidence.

1.3 The terms and conditions contained within the grant agreement are

structured in the following way:

1. Purpose ................................................................................................................................

1.1 Purpose of the Agreement ........................................................................................

1.2 Organisations involved ..............................................................................................

1.3 Key Contacts including roles and responsibilities ...............................................

2. Scope of the Agreement ...................................................................................................

2.1 Value ............................................................................................................................

2.2 Duration ........................................................................................................................

2.3 Area covered ..............................................................................................................

3. Project Delivery ...............................................................................................................

3.1. Governance ................................................................................................................

3.2. Business Case ..............................................................................................................

4. Project Monitoring and Reporting ....................................................................................

4.1. Progress Reporting ......................................................................................................

4.2. Expected Outputs and Outcomes ............................................................................

4.3. Project Completion Report ........................................................................................

5. Funding and Payment .......................................................................................................

5.1. Indicative Funding Profile ..........................................................................................

5.2. Financial Monitoring ...................................................................................................

5.3. Invoicing and Payment Arrangements....................................................................

5.4. Limitation of Funding Liabilities ..................................................................................

6.1. Requirements ...............................................................................................................

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7. Procurement .......................................................................................................................

7.1. Public Contract Regulations 2015 (PCR 2015) .........................................................

7.2. Procurement Strategy ................................................................................................

7.3. Procurement of Main Contract Works ......................................................................

8. Value for Money and Value for Money Statement .......................................................

9. Ownership of Assets ...........................................................................................................

10. Intellectual Property Rights (IPR) ...................................................................................

11. Publicity and Communications ....................................................................................

12. Resolution of Disputes ....................................................................................................

12.1. Disputes ....................................................................................................................

12.2. Remedies ..................................................................................................................

13. Alterations to Agreement ..............................................................................................

14. Legal Requirements ........................................................................................................

15. Signatories .......................................................................................................................

Appendix A Outline Business Case ......................................................................................

Appendix B Indicative Project Outputs and Outcomes ....................................................

Appendix C Procurement Strategy Sign off ........................................................................

Appendix D Value for Money Statement ............................................................................

Appendix E Drawdown Notice

1.4 Progress of projects against their stated aims and outputs will be

monitored by the DLEP Programme Management team and

reported at each meeting of the DLEP board.

1.5 The DLEP board has agreed to a management by exception

process which uses a Red, Amber, Green traffic light method to

report on the delivery of projects receiving DLEP funding.

1.6 All DLEP board minutes are published on the DLEP website to ensure

transparency and accountability.

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Appendix G Monitoring and Evaluation Process

1. Monitoring

1.1 A set of standard project monitoring documentation has been developed

in order to maintain a robust oversight of all projects funded by the DLEP.

These documents are required to be completed by all delivery partners and

returned either on a monthly or quarterly basis, as stipulated in their Service

Level/Grant Agreement.

1.2 The documents are;

Spend profile

Risk register

Highlight report (includes outputs and outcomes)

Exception report

Lessons log

1.3 The documents enable the DLEP to ensure that projects continue to

deliver against stated object